VolitionRx issues 220K and 553K shares on conversions

Rhea-AI Filing Summary

VolitionRx Limited (VNRX) reports unregistered sales of equity securities tied to conversions under existing senior secured convertible promissory notes issued to Lind Global Asset Management XII LLC under a securities purchase agreement originally dated May 15, 2025 and amended and restated on January 7, 2026.

On August 11, 2026 the company issued 220,264 shares of common stock to Lind in satisfaction of a $150,000 conversion obligation, and on August 20, 2026 it issued an additional 553,097 shares to satisfy a $250,000 conversion obligation. These issuances were made to an existing securityholder without commissions, public offering, general solicitation or advertising, in reliance on exemptions under Section 3(a)(9) or Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and related state “blue sky” provisions.

Filing Explained

The August 11 and August 20 note conversions are completed issuances; the added shares increase the total share count and reduce existing holders’ percentage ownership, absent offsetting changes.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Original note principal: $7,500,000 Original note principal: $2,400,000 Shares issued August 11, 2026: 220,264 shares of common stock +3 more

6 metrics

Original note principal $7,500,000 Senior secured convertible promissory note issued to Lind Global Asset Management XII LLC

Original note principal $2,400,000 Second senior secured convertible promissory note issued to Lind Global Asset Management XII LLC

Shares issued August 11, 2026 220,264 shares of common stock Issued to satisfy a $150,000 conversion obligation under notes

Conversion obligation August 11, 2026 $150,000 Obligation satisfied by issuing 220,264 shares to Lind

Shares issued August 20, 2026 553,097 shares of common stock Issued to satisfy a $250,000 conversion obligation under notes

Conversion obligation August 20, 2026 $250,000 Obligation satisfied by issuing 553,097 shares to Lind

Key Terms

senior secured convertible promissory notes, securities purchase agreement, Section 3(a)(9), Section 4(a)(2), +2 more

6 terms

senior secured convertible promissory notes financial

"issued to Lind senior secured convertible promissory notes in the original principal"

securities purchase agreement financial

"pursuant to that certain securities purchase agreement dated May 15, 2025"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Section 3(a)(9) regulatory

"in reliance on the exemption afforded by Section 3(a)(9) or alternatively"

Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.

Section 4(a)(2) regulatory

"or alternatively Section 4(a)(2) of the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Rule 506 of Regulation D regulatory

"and/or Rule 506 of Regulation D under the Securities Act"

Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.

blue sky laws regulatory

"and corresponding provisions of state securities or “blue sky” laws"

State-level securities laws that require companies and investment products to register, disclose key information, or meet exemptions before being sold to residents; they act like local consumer protection rules for investments. They matter to investors because they reduce the risk of fraud, ensure basic disclosure about what is being offered, and can affect where and how easily an investment can be bought or sold—similar to how building codes affect whether a house can be advertised in a neighborhood.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did VolitionRx Limited (VNRX) disclose in this Form 8-K?

VolitionRx Limited disclosed unregistered issuances of common stock to Lind Global Asset Management XII LLC to satisfy conversion obligations under existing senior secured convertible promissory notes, relying on Securities Act exemptions and issuing the shares to an existing securityholder without commissions or public offering.

How many VolitionRx (VNRX) shares were issued to Lind on August 11, 2026?

On August 11, 2026, VolitionRx issued 220,264 shares of common stock to Lind Global Asset Management XII LLC in satisfaction of a $150,000 conversion obligation under its outstanding senior secured convertible promissory notes.

How many VolitionRx (VNRX) shares were issued to Lind on August 20, 2026?

On August 20, 2026, VolitionRx issued 553,097 shares of common stock to Lind Global Asset Management XII LLC to satisfy a $250,000 conversion obligation under the same senior secured convertible promissory notes.

What is the total principal of the VolitionRx (VNRX) notes held by Lind?

VolitionRx previously issued to Lind Global Asset Management XII LLC senior secured convertible promissory notes with original principal amounts of $7,500,000 and $2,400,000 pursuant to a securities purchase agreement dated May 15, 2025 and amended and restated on January 7, 2026.

Under what exemptions did VolitionRx (VNRX) issue these unregistered shares?

The company states the issuances relied on the exemption afforded by Section 3(a)(9) or alternatively Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D, plus corresponding state securities or “blue sky” law provisions.

Did VolitionRx (VNRX) pay commissions or use general solicitation for these share issuances?

No. VolitionRx states the issuances were to an existing securityholder, did not involve any paid commissions, did not involve a public offering, and were made without general solicitation or general advertising.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 19, 2026

VolitionRx Limited

(Exact name of registrant as specified in its charter)

Delaware		001-36833		91-1949078
(State or other jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		Identification Number)

1489 West Warm Springs Road, Suite 110

Henderson, Nevada 89014

(Address of principal executive offices and zip code)

+1 (512) 774-8930

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed from last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on which Registered
Common Stock, par value $0.001 per share		VNRX		NYSE American, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities

As previously reported, pursuant to that certain securities purchase agreement dated May 15, 2025 (as amended and restated on January 7, 2026, the “SPA”), VolitionRx Limited (the “Company”) issued to Lind Global Asset Management XII LLC, a Delaware limited liability company (“Lind”), senior secured convertible promissory notes in the original principal amounts of $7,500,000 and $2,400,000. In connection with its obligations under such notes, (a) on August 11, 2026 the Company issued to Lind an aggregate of 220,264 shares of common stock to satisfy a $150,000 conversion obligation, and (b) on August 20, 2026 the Company issued to Lind an aggregate of 553,097 shares of common stock to satisfy a $250,000 conversion obligation. The offering and sale of the shares of common stock underlying the note was made in reliance on the exemption afforded by Section 3(a)(9) or alternatively Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D under the Securities Act, and corresponding provisions of state securities or “blue sky” laws. The issuance of the shares of common stock was to an existing securityholder, did not involve any paid commissions, did not involve a public offering and was made without general solicitation or general advertising.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VOLITIONRX LIMITED
Date: August 24, 2026	By:	/s/ Cameron Reynolds
		Cameron Reynolds
		Chief Executive Officer & President

3

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 14.3 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 9.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB